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Home My WebLink AboutC2006-213 - 5/19/2006 - NA Ma~ lB-06 O~:12A P.02 ~ CIVIt:IUrn Mav I 7 2006 REPLY TO: 12850 Hwy 9 Suite 600 PMB-306 Alpharetta, Ga, 30004 (678) 595-3085 FAX (678) 623-3489 Ogllvle Gencke City of Corpus Chnsti, Texas Director of Information Systems Corpus Christi, TX 78404 Dear Mr, Gencke ThIs letter is to confirm and speci fy the terms of an engagement with the City of Corpus Christi, TX ("the CIty") and clarify the nature and extent of the services Civitium, LLC ("Clvitium") will provIde As highlighted In the proposal dated May 5, 2006, CiV11lUm will dehver consulting servIces to as,lst the CIty m building the Corpus ChnStl, Texas's Digital Commumty Development CorporatIOn ("CCDCDC''') Financial Feasibility Model. Clvitiwn Will use its custom tailored web ba;,ed applicatIon and team of financial analysts to complete the engagement. CiVltium will pro'\ide the City of Corpus Christi ("City") and or the CCDCDC up to three (3) readJwrite passwords for acct:~,s to the evaluation, for reviewing purposes, for a penod of up to six (6) months after its completin~l. 'The finanCIal feasibIlity model will prOVIde: . Market conditions, wholesale rates and reseller relationships per the CCDCDC' forecasts and suggested pncing of servIces . CapItal Investment detail as provided by the City of Corpus Christl for the CCOCDC . The CCDCDC's operating and maintenance costs . Financmg, debt service and returns on the Investment . Financial pro-forma documentation to support the Investment in review The City ~11l provide Cvitium WIth all supporting capital infrastructure, labor, market and financmg mformation required to perform thIS t'valuation The proposed serv:ces are estimated tt) begin on May 17, 2006 and end June 17, 2006, ClVlhum proposes to provide the servIces described above for a fixed fee of $24,000, which excludes any reasonable travel or other ex.penses Payment terms are net 10 days from receipt of invoice Milestone payments are according to the followlOg schedule ,. Payment Milestone #1 - 112 of the fixed fee (512,000) payable Net 10 days from the earher of excl.:ution of a signed agreement or commencement of services , Payment Milestone #2 - 1;2 ofthe fixed fee ($12,0001 payable Net 10 days from The City's acceptance of the final report 2006-213 05/19/06 (ivitium ......'.. .,_. May 18-060?:13A P.03 Nenher of the pames will disclose any confidential intonnatlon receIved 10 connection wifr. th~. engagement letter without the prior ~lltten consent of the other party ill1less disclosure is required under "exa1' Public Information Act, Chapter 552. Texas Government Code. Ser/lCCS will be performed in a professional manner by Civitium's employees or subcontractors usmg reasonable care and having a level of sktll commensurate with the requirements of tn!s engagement letter CiVltmm shall have the fight to publicly disclose mvoIvcment in this engagement with the City. Th:~. may include a statement in Clvitium's newsletter, a press release, verbal disclosures to prospecti ,; chents and/or the CIty'S name or lugo referenced on (Ivitlum's websllc. The language and/or text "r any disclosure shall be pre-approved by the City. Civltium will mdemnitY the City for any third party claims for bodily injury, death or damage to tangible property made as a result of performance of the engagement letter, as a court may award. Neither party will be liable for any indIrect, incidental, speCIal, punitwe, exemplary or consequentJa] damages, regardless oflega] theory. relattng in any way to this engagement letter or its perfonnance. mcludmg, but not limited to, loss of antIcIpated profits or ':)enefits, even If that party has been advised of the posslbihty of such damages CivlllUm's maximum 1iabihty under this engagement letter w'll not exceed the greater of (i) $24,000 or (ii) amounts paid hy the City to Civittum during the time Immel:lately prior to the date the basis for the claim arose for the servlces involved. Civitium agrees to cOITply WIth the msurance reqUIrements on the attached exhlbit TIllS engagement letter will be governed by and construed III accordance with the laws of the State c':' Texas, without reference to its chOice or conflIct of laws proVIsions. NeIther Ctvitiurn nor the City is a party to any agreement that would prohibit or restnct its right or ability to enter into this engagement lette~. or perfonn Its obligatIons under this letter. If the terms of this engagement letter are acceptable, ?lease sign and return a copy to me, We loo{ forward to working with you. r;; /' 11- Z-OJ~ ACKNOWLEDGED: em- OF CORPUS CHRiSTI, TEXAS S'gnature _ ~'L_ < -11 0 L Approved as to form::::- - ~-- Lisa Aguilar Assistant Ci omey For City Attorney Date t , " Slgnature: ______ __._ __ _n__'_ ---- Date May LB-06 02:13A P.04 INSURANCE REQUIREMENTS I. CONSULTANTS LIABILITY INSURANCE A. Consultant must not commence work under this agreement until aii Insurance required herein has been obtained and such insurance has been approved by the City The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager two (2) copies of Certificates of Insurance, showing the following minimum coverage by Insurance company(s) acceptable to the City's Risk. Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE -------r- MINIMUM INSURANCE COVERAGE ~ 30-Dly written notice of cancellation, I Bodily Injury and Property Damage' mm.ial change, non-renewal or termination I and a 10 day written notice of cancellation for non-payment of premium is required on all certificates 1 Commercial Form 2 Premises - Operations ! 3. Products! Completed Operations Hazard i 4 Contractual Liability Is Independent Contractors . 6 Personal Injury I I AUTOMOBILE LIABILITY-OWNED NON~ Not required 'I OWNED OR RENTED ! I PROfESSIONAL LIABILITY including: I Not required . Coverage provided must cover officers, directors I emJ*Jyees and agents j t 1. ERRORS AND OMMISIONS ! WORKERS' COMPENSATION i I I I I I $1,000,000 COMBINED SINGLE L1Mrf----h-, I \ I I I -----~ I I I , ~ coMMERCIAL GENERAL LIABILITY including: Not required I _.____.___h) I I ! , I -- ----1 I EMPlOYERS' LIABILITY L___ --'- Not required I _______J MaY' 18-06 (Ie': J3A P.05 C. In the event of accidents of any kind, the Consultant must furnish the Risk Manager with copies of all reports of such accidents within ten (10) days ('.Ii accident. MIS consultants Clvitium 3/14106 Risk Mgmt II. ADDITIONAL REQUIREMENTS A. Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the General liability coverage and a blanket waiver of subrogation is required on all applicable policies. " If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words. "endeavor to", and deleting the wording after "'eft", The name of the project must be listed under "Description of Operations" .. At a minimUm, a 30..cfay written notice of cancellation, material change, non-renewal or termination and a 10 day written notice of cancellation for non-payment of premium is required. B. If the Certificate of Insurance does not show on its face the existence of tl;e coverage required by items 1,8 (1 )-(6), an authorized representative of the insurance company must include a letter specifically stating whether itern"l 1.8. (1 )-(6) are included or excluded MIS consultants Civitium 3/14/06 Risk Mgmt -